Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.
Appears in 15 contracts
Samples: Asset Purchase Agreement (Optelecom-Nkf, Inc.), Asset Purchase Agreement (Artisoft Inc), Asset Purchase Agreement (Satcon Technology Corp)
Purchase and Sale of Assets. (a) Upon the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, the Buyer, at following assets relating to the Closing, for Branch (the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired “Assets.”):
Appears in 3 contracts
Samples: Purchase and Assumption Agreement (Heritage Financial Group Inc), Purchase and Assumption Agreement (Beacon Federal Bancorp, Inc.), Purchase and Assumption Agreement (Heritage Financial Group)
Purchase and Sale of Assets. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer Closing, Purchaser shall purchase purchase, acquire and accept from the SellerSellers, and the Seller Sellers shall sell, transfer, convey, assign convey and deliver to the Buyer, at the Closing, for the consideration specified below in this Article IPurchaser, all of Sellers’ right, title and interest in, to and under the Acquired Purchased Assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (American Real Estate Partners L P)
Purchase and Sale of Assets. (a) Upon the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, the Buyer, at following assets relating to the Closing, for Branch (the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired "Assets").
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Sound Financial, Inc.), Purchase and Assumption Agreement (Sound Financial, Inc.)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign assign, and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title title, and interest in, to to, and under the Acquired AssetsAssets (including those assets listed on Schedule 1.1(a) to the Disclosure Schedule) and only those assets and no others, free and clear of liens except Permitted Encumbrances.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Fabri Steel Products Inc), Asset Purchase Agreement (Fabri Steel Products Inc)
Purchase and Sale of Assets. (a) Upon the terms and subject to the terms and conditions of this Agreement, at the Buyer Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase from the Seller, and all of the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all Seller’s right, title and interest in, in and to and under the Acquired following assets (the “Purchased Assets.”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (White Electronic Designs Corp), Asset Purchase Agreement (White Electronic Designs Corp)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the SellerSellers, and the Seller Sellers shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, Closing for the consideration specified below in this Article ISection 1.3, all of Sellers’ right, title and interest in, to and under the Acquired AssetsAssets existing as of the Closing regardless of whether any of such Acquired Assets existed before, on or after the commencement of the Chapter 11 Case.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bearingpoint Inc), Asset Purchase Agreement (Bearingpoint Inc)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer or its Nominee shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the BuyerBuyer or its Nominee, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.)
Purchase and Sale of Assets. (a) Upon the terms and subject to the terms and conditions of this Agreement, at the Buyer Closing, the Seller shall sell, assign, transfer, convey and deliver, or shall cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase from the Seller, and all of the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all Seller’s right, title and interest in, in and to only the following assets and under no other assets of the Acquired Seller (the assets to be purchased by the Purchaser being referred to as the “Purchased Assets.”):
Appears in 2 contracts
Samples: Asset Purchase Agreement (BAKER HUGHES a GE Co LLC), Asset Purchase Agreement (Baker Hughes a GE Co)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all of the Seller’s right, title and interest in, to and under the Acquired Assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cynosure Inc), Asset Purchase Agreement (Unica Corp)
Purchase and Sale of Assets. (a) Upon and subject to Concurrently with the terms and conditions execution of this Agreement, the Buyer shall purchase is purchasing from the Seller, and the Seller shall sellis selling, transfertransferring, convey, assign assigning and deliver delivering to the Buyer, at the Closing, for the consideration specified below in this Article III, all right, title and interest of Seller in, to and under the Acquired Assets, free and clear of all Security Interests.
Appears in 1 contract
Samples: Asset Purchase Agreement (Commerce Energy Group, Inc.)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the The Buyer shall will purchase from the Seller, and the Seller shall will sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, Buyer all of its right, title and interest in, to to, and under the Acquired Assets, for the consideration specified in Section 1.3.
Appears in 1 contract
Samples: Asset Purchase Agreement (World Energy Solutions, Inc.)
Purchase and Sale of Assets. (a) Upon the terms and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall will sell, convey, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to Buyer will acquire and under the Acquired Assets.accept from
Appears in 1 contract
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.Assets as set forth on Schedule 1.1(a). ---------------
Appears in 1 contract
Samples: Asset Purchase Agreement (Bio Imaging Technologies Inc)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired AssetsAssets as set forth on Schedule 1.1(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Bio Imaging Technologies Inc)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, at the Closing the Buyer shall purchase from the SellerSellers, and the Seller Sellers shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.
Appears in 1 contract
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall agrees to purchase from the Seller, and the Seller shall agrees to sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (World Energy Solutions, Inc.)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the BuyerOperating Sub, at the Closing, for the consideration specified below in this Article I1, all right, title and interest in, to and under the Acquired Assets.
Appears in 1 contract
Purchase and Sale of Assets. (a) Upon the terms and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, license, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article III, all of its right, title and interest in, to and under the Acquired Assets.
Appears in 1 contract
Samples: Asset Purchase and License Agreement (Avanir Pharmaceuticals)
Purchase and Sale of Assets. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer Closing, Purchaser shall purchase purchase, acquire and accept from the SellerSellers, and the Seller Sellers shall sell, transfer, convey, assign convey and deliver to the Buyer, at the Closing, for the consideration specified below in this Article IPurchaser, all of Sellers' right, title and interest in, to and under the Acquired Purchased Assets.
Appears in 1 contract
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase hereby purchases from the Seller, and the Seller shall sellhereby sells, transfertransfers, conveyconveys, assign assigns and deliver delivers to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hei Inc)
Purchase and Sale of Assets. (a) Upon the terms and subject to the terms and conditions of this Agreement, at the Buyer Closing, the Asset Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase from the Asset Seller, and all of the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all Asset Seller’s right, title and interest inin and to (i) the GOLD Platform, to (ii) the Transferred Intellectual Property, and under (iii) the Acquired Transferred IP Agreements (the “Purchased Assets”).
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Thomson Corp /Can/)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the ClosingClosing (as defined in Section 1.4(a)), for the consideration specified below in this Article I, all right, title and interest inin and to the following assets of the Seller existing as of the Closing (collectively, to and under the "Acquired Assets."):
Appears in 1 contract
Purchase and Sale of Assets. (a) Upon the terms and subject to the terms and conditions of this Agreement, at the Buyer Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase from the Seller, and all of the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all Seller’s right, title and interest in, in and to the Purchased Assets free and under the Acquired Assetsclear of all Encumbrances.
Appears in 1 contract
Samples: Asset Purchase Agreement (Semiconductor Holdrs Trust)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article III, all right, title and interest in, to and under the Acquired Assets, free and clear of all Security Interests.
Appears in 1 contract
Purchase and Sale of Assets. (a) Upon the terms and subject to the terms and conditions of this Agreement, at the Buyer Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase from the Seller, and all of the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all Seller's right, title and interest in, to and under all the Acquired assets and properties set forth on Exhibit 2.01 (the assets and properties to be purchased by the Purchaser being referred to as the "Purchased Assets").
Appears in 1 contract
Samples: Asset Purchase Agreement (Ebenx Inc)
Purchase and Sale of Assets. (a) Upon and subject to the terms and conditions of this AgreementAgreement for the consideration specified in this ARTICLE I, the Buyer shall purchase from Sellers (or lease from Sellers with the Selleroption to purchase), and the Seller Sellers shall selllease, transfer, convey, assign and deliver to the Buyer, at as of the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.
Appears in 1 contract
Purchase and Sale of Assets. (a) Upon At the Closing and subject to the terms and conditions of set forth in this Agreement, the Seller shall convey, assign and transfer to Buyer and Buyer shall purchase from the Seller all of Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all 's right, title and interest in, in and to and under the Acquired Assets.
Appears in 1 contract
Samples: Bank Plus Corp
Purchase and Sale of Assets. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, assign, transfer, convey, assign convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, the Buyer, at following assets and properties (the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired “Assets.”):
Appears in 1 contract
Samples: Asset Purchase Agreement (Mercer Island Investors Group, Inc.)